Supplemental Guarantor Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2015 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Supplemental Guarantor Condensed Consolidating Financial Statements | 15. Supplemental Guarantor Condensed Consolidating Financial Statements: |
SunGard’s senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly-owned domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities. The Guarantors are subject to release under certain circumstances as described below. |
The indentures evidencing the guarantees provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of: |
— | The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | | | | | | | | | | | | | | | | | | | |
— | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | | | | | | | | | | | | | | | | | | | |
— | Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or | | | | | | | | | | | | | | | | | | | |
— | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. | | | | | | | | | | | | | | | | | | | |
As a result of the AS Split-Off, all U.S. subsidiaries of AS were removed as guarantors as of March 31, 2014. |
The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2014 and March 31, 2015, and for the three month periods ended March 31, 2014 and 2015, to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2014. |
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| Supplemental Condensed Consolidating Balance Sheet | | |
(in millions) | 31-Dec-14 | | |
| | | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 202 | | | $ | 1 | | | $ | 244 | | | $ | - | | | $ | 447 | | |
Intercompany balances | | - | | | | 3,049 | | | | 500 | | | | (3,549 | ) | | | - | | |
Trade receivables, net | | 1 | | | | 446 | | (a) | | 239 | | | | - | | | | 686 | | |
Prepaid expenses, taxes and other current assets | | 32 | | | | 43 | | | | 39 | | | | (2 | ) | | | 112 | | |
Total current assets | | 235 | | | | 3,539 | | | | 1,022 | | | | (3,551 | ) | | | 1,245 | | |
Property and equipment, net | | - | | | | 94 | | | | 58 | | | | - | | | | 152 | | |
Intangible assets, net | | 68 | | | | 348 | | | | 262 | | | | - | | | | 678 | | |
Trade name | | - | | | | 672 | | | | - | | | | - | | | | 672 | | |
Deferred income taxes | | 69 | | | | - | | | | - | | | | (69 | ) | | | - | | |
Intercompany balances | | 194 | | | | 8 | | | | 154 | | | | (356 | ) | | | - | | |
Goodwill | | - | | | | 3,099 | | | | 661 | | | | - | | | | 3,760 | | |
Investment in subsidiaries | | 8,039 | | | | 1,366 | | | | - | | | | (9,405 | ) | | | - | | |
Total Assets | $ | 8,605 | | | $ | 9,126 | | | $ | 2,157 | | | $ | (13,381 | ) | | $ | 6,507 | | |
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Liabilities and Equity | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | |
Short-term and current portion of long-term debt | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | |
Intercompany balances | | 3,549 | | | | - | | | | - | | | | (3,549 | ) | | | - | | |
Accounts payable and other current liabilities | | 59 | | | | 510 | | | | 427 | | | | (2 | ) | | | 994 | | |
Total current liabilities | | 3,608 | | | | 510 | | | | 427 | | | | (3,551 | ) | | | 994 | | |
Long-term debt | | 4,529 | | | | - | | | | 140 | | | | - | | | | 4,669 | | |
Intercompany debt | | 162 | | | | - | | | | 194 | | | | (356 | ) | | | - | | |
Deferred and other income taxes | | 101 | | | | 559 | | | | 17 | | | | (69 | ) | | | 608 | | |
Other liabilities | | - | | | | 18 | | | | 13 | | | | - | | | | 31 | | |
Total liabilities | | 8,400 | | | | 1,087 | | | | 791 | | | | (3,976 | ) | | | 6,302 | | |
Total equity | | 205 | | | | 8,039 | | | | 1,366 | | | | (9,405 | ) | | | 205 | | |
Total Liabilities and Equity | $ | 8,605 | | | $ | 9,126 | | | $ | 2,157 | | | $ | (13,381 | ) | | $ | 6,507 | | |
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(a) | This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | | | | | | | | | | | | | | | | | | | |
| Supplemental Condensed Consolidating Balance Sheet | | |
(in millions) | 31-Mar-15 | | |
| | | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 256 | | | $ | - | | | $ | 299 | | | $ | - | | | | 555 | | |
Intercompany balances | | - | | | | 3,172 | | | | 472 | | | | (3,644 | ) | | | - | | |
Trade receivables, net | | - | | | | 395 | (a) | | | 164 | | | | - | | | | 559 | | |
Prepaid expenses, taxes and other current assets | | 23 | | | | 45 | | | | 35 | | | | (2 | ) | | | 101 | | |
Total current assets | | 279 | | | | 3,612 | | | | 970 | | | | (3,646 | ) | | | 1,215 | | |
Property and equipment, net | | 1 | | | | 95 | | | | 51 | | | | - | | | | 147 | | |
Intangible assets, net | | 65 | | | | 329 | | | | 246 | | | | - | | | | 640 | | |
Trade name | | - | | | | 672 | | | | - | | | | - | | | | 672 | | |
Deferred income taxes | | 69 | | | | - | | | | - | | | | (69 | ) | | | - | | |
Intercompany balances | | 172 | | | | 7 | | | | 135 | | | | (314 | ) | | | - | | |
Goodwill | | - | | | | 3,099 | | | | 612 | | | | - | | | | 3,711 | | |
Investment in subsidiaries | | 8,106 | | | | 1,322 | | | | - | | | | (9,428 | ) | | | - | | |
Total Assets | $ | 8,692 | | | $ | 9,136 | | | $ | 2,014 | | | $ | (13,457 | ) | | $ | 6,385 | | |
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Liabilities and Equity | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | |
Short-term and current portion of long-term debt | $ | - | | | $ | - | | | $ | 1 | | | $ | - | | | | 1 | | |
Intercompany balances | | 3,644 | | | | - | | | | - | | | | (3,644 | ) | | | - | | |
Accounts payable and other current liabilities | | 115 | | | | 458 | | | | 347 | | | | (2 | ) | | | 918 | | |
Total current liabilities | | 3,759 | | | | 458 | | | | 348 | | | | (3,646 | ) | | | 919 | | |
Long-term debt | | 4,529 | | | | - | | | | 140 | | | | - | | | | 4,669 | | |
Intercompany debt | | 142 | | | | - | | | | 172 | | | | (314 | ) | | | - | | |
Deferred and other income taxes | | 94 | | | | 556 | | | | 18 | | | | (69 | ) | | | 599 | | |
Other liabilities | | - | | | | 16 | | | | 14 | | | | - | | | | 30 | | |
Total liabilities | | 8,524 | | | | 1,030 | | | | 692 | | | | (4,029 | ) | | | 6,217 | | |
Total equity | | 168 | | | | 8,106 | | | | 1,322 | | | | (9,428 | ) | | | 168 | | |
Total Liabilities and Equity | $ | 8,692 | | | $ | 9,136 | | | $ | 2,014 | | | $ | (13,457 | ) | | $ | 6,385 | | |
(a) | This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | | | | | | | | | | | | | | | | | | | |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | | |
(in millions) | Three Months Ended March 31, 2014 | | |
| | | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
| | | | | | | | | | | | | | | | | | | | |
Revenue | $ | - | | | $ | 471 | | | $ | 268 | | | $ | (86 | ) | | $ | 653 | | |
Costs and expenses | | 25 | | | | 740 | | | | 263 | | | | (86 | ) | | | 942 | | |
Operating income (loss) | | (25 | ) | | | (269 | ) | | | 5 | | | | - | | | | (289 | ) | |
Net interest income (expense) | | (69 | ) | | | - | | | | (5 | ) | | | - | | | | (74 | ) | |
Net earnings (losses) of equity affiliates | | (198 | ) | | | 7 | | | | - | | | | 191 | | | | - | | |
Other income (expense) | | (61 | ) | | | - | | | | - | | | | - | | | | (61 | ) | |
Income (loss) from continuing operations before income | | (353 | ) | | | (262 | ) | | | - | | | | 191 | | | | (424 | ) | |
taxes | |
Benefit from (provision for) income taxes | | 40 | | | | 63 | | | | (2 | ) | | | - | | | | 101 | | |
Income (loss) from continuing operations | | (313 | ) | | | (199 | ) | | | (2 | ) | | | 191 | | | | (323 | ) | |
Income (loss) from discontinued operations, net of tax | | (27 | ) | | | 1 | | | | 9 | | | | - | | | | (17 | ) | |
Net income (loss) | $ | (340 | ) | | $ | (198 | ) | | $ | 7 | | | $ | 191 | | | $ | (340 | ) | |
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Comprehensive income (loss) | $ | (315 | ) | | $ | (226 | ) | | $ | 26 | | | $ | 200 | | | $ | (315 | ) | |
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All of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Condensed Consolidated Statements of Comprehensive Income (Loss) related to the removal of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The removal of the cumulative foreign currency translation loss was reflected in both the Condensed Consolidated Statements of Comprehensive Income (Loss) and the rollforwards of stockholders’ equity included in the notes to the condensed consolidated financial statements in each of the Quarterly Reports. However, the inclusion of this item in the 2014 Condensed Consolidated Statements of Comprehensive Income (Loss) was not appropriate since it relates to the distribution of the AS businesses to the Company’s owners and should have been excluded from the 2014 Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for the three months ended March 31, 2014. The following table presents the amounts as originally reported and as revised for each of SCC, SCCII and SunGard (in millions): |
| | Three Months Ended March 31, 2014 | | | | | | | | | | | | | |
| | As Reported | | | As Revised | | | | | | | | | | | | | |
Comprehensive Income - Parent | | $ | (397 | ) | | $ | (315 | ) | | | | | | | | | | | | |
Comprehensive Income - Guarantor | | | (259 | ) | | | (226 | ) | | | | | | | | | | | | |
Comprehensive Income - Non-Guarantor | | | (23 | ) | | | 26 | | | | | | | | | | | | | |
Comprehensive Income - Eliminations | | | 282 | | | | 200 | | | | | | | | | | | | | |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | | |
(in millions) | Three Months Ended March 31, 2015 | | |
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| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
| | | | | | | | | | | | | | | | | | | | |
Revenue | $ | - | | | $ | 483 | | | $ | 279 | | | $ | (91 | ) | | $ | 671 | | |
Costs and expenses | | 23 | | | | 369 | | | | 255 | | | | (91 | ) | | | 556 | | |
Operating income (loss) | | (23 | ) | | | 114 | | | | 24 | | | | - | | | | 115 | | |
Net interest income (expense) | | (67 | ) | | | - | | | | (4 | ) | | | - | | | | (71 | ) | |
Net earnings (losses) of equity affiliates | | 91 | | | | 14 | | | | - | | | | (105 | ) | | | - | | |
Other income (expense) | | - | | | | - | | | | - | | | | - | | | | - | | |
Income (loss) from continuing operations before income | | 1 | | | | 128 | | | | 20 | | | | (105 | ) | | | 44 | | |
taxes | |
Benefit from (provision for) income taxes | | 27 | | | | (37 | ) | | | (8 | ) | | | - | | | | (18 | ) | |
Income (loss) from continuing operations | | 28 | | | | 91 | | | | 12 | | | | (105 | ) | | | 26 | | |
Income (loss) from discontinued operations, net of tax | | - | | | | - | | | | 2 | | | | - | | | | 2 | | |
Net income (loss) | $ | 28 | | | $ | 91 | | | $ | 14 | | | $ | (105 | ) | | $ | 28 | | |
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Comprehensive income (loss) | $ | (43 | ) | | $ | 44 | | | $ | (32 | ) | | $ | (12 | ) | | $ | (43 | ) | |
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| Supplemental Condensed Consolidating Schedule of Cash Flows | | |
(in millions) | Three Months Ended March 31, 2014 | | |
| | | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
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Cash flow from operations: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | $ | (340 | ) | | $ | (198 | ) | | $ | 7 | | | $ | 191 | | | $ | (340 | ) | |
Income (loss) from discontinued operations | | (27 | ) | | | 1 | | | | 9 | | | | - | | | | (17 | ) | |
Income (loss) from continuing operations | | (313 | ) | | | (199 | ) | | | (2 | ) | | | 191 | | | | (323 | ) | |
Non cash adjustments | | 283 | | | | 285 | | | | 23 | | | | (191 | ) | | | 400 | | |
Changes in operating assets and liabilities | | (20 | ) | | | 30 | | | | (1 | ) | | | - | | | | 9 | | |
Cash flow from (used in) continuing operations | | (50 | ) | | | 116 | | | | 20 | | | | - | | | | 86 | | |
Cash flow from (used in) discontinued operations | | (41 | ) | | | 52 | | | | 25 | | | | - | | | | 36 | | |
Cash flow from (used in) operations (a) | | (91 | ) | | | 168 | | | | 45 | | | | - | | | | 122 | | |
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Investment activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany transactions | | 6 | | | | (19 | ) | | | 43 | | | | (30 | ) | | | - | | |
Cash paid for property and equipment, and software | | (1 | ) | | | (17 | ) | | | (10 | ) | | | - | | | | (28 | ) | |
Cash provided by (used in) continuing operations | | 5 | | | | (36 | ) | | | 33 | | | | (30 | ) | | | (28 | ) | |
Cash provided by (used in) discontinued operations | | 1,041 | | | | (41 | ) | | | (995 | ) | | | - | | | | 5 | | |
Cash provided by (used in) investment activities | | 1,046 | | | | (77 | ) | | | (962 | ) | | | (30 | ) | | | (23 | ) | |
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Financing activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | - | | | | (15 | ) | | | (15 | ) | | | 30 | | | | - | | |
Net repayments of long-term debt | | (1,268 | ) | | | - | | | | (62 | ) | | | - | | | | (1,330 | ) | |
Other financing activities | | (8 | ) | | | - | | | | - | | | | - | | | | (8 | ) | |
Cash provided by (used in) continuing operations | | (1,276 | ) | | | (15 | ) | | | (77 | ) | | | 30 | | | | (1,338 | ) | |
Cash provided by (used in) discontinued operations | | - | | | | (80 | ) | | | 967 | | | | - | | | | 887 | | |
Cash provided by (used in) financing activities | | (1,276 | ) | | | (95 | ) | | | 890 | | | | 30 | | | | (451 | ) | |
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Effect of exchange rate changes on cash | | - | | | | - | | | | 1 | | | | - | | | | 1 | | |
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Increase (decrease) in cash and cash equivalents | | (321 | ) | | | (4 | ) | | | (26 | ) | | | - | | | | (351 | ) | |
Beginning cash and cash equivalents (b) | | 403 | | | | 2 | | | | 301 | | | | - | | | | 706 | | |
Ending cash and cash equivalents | $ | 82 | | | $ | (2 | ) | | $ | 275 | | | $ | - | | | $ | 355 | | |
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(a) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company allocated approximately $67 million of tax liabilities to its Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. | | | | | | | | | | | | | | | | | | | |
(b) | Includes cash of discontinued operations. | | | | | | | | | | | | | | | | | | | |
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| Supplemental Condensed Consolidating Schedule of Cash Flows | | |
(in millions) | Three Months Ended March 31, 2015 | | |
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| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | | |
| | | | | | | | | | | | | | | | | | | | |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | $ | 28 | | | $ | 91 | | | $ | 14 | | | $ | (105 | ) | | $ | 28 | | |
Income (loss) from discontinued operations | | - | | | | - | | | | 2 | | | | - | | | | 2 | | |
Income (loss) from continuing operations | | 28 | | | | 91 | | | | 12 | | | | (105 | ) | | | 26 | | |
Non cash adjustments | | (82 | ) | | | 13 | | | | 22 | | | | 105 | | | | 58 | | |
Changes in operating assets and liabilities | | 21 | | | | 37 | | | | 12 | | | | - | | | | 70 | | |
Cash flow from (used in) continuing operations | | (33 | ) | | | 141 | | | | 46 | | | | - | | | | 154 | | |
Cash flow from (used in) discontinued operations | | - | | | | - | | | | - | | | | - | | | | - | | |
Cash flow from (used in) operations (a) | | (33 | ) | | | 141 | | | | 46 | | | | - | | | | 154 | | |
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Investment activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany transactions | | 93 | | | | (111 | ) | | | 42 | | | | (24 | ) | | | - | | |
Cash paid for acquired businesses, net of cash acquired | | - | | | | - | | | | (4 | ) | | | - | | | | (4 | ) | |
Cash paid for property and equipment, and software | | (2 | ) | | | (19 | ) | | | (7 | ) | | | - | | | | (28 | ) | |
Cash provided by (used in) continuing operations | | 91 | | | | (130 | ) | | | 31 | | | | (24 | ) | | | (32 | ) | |
Cash provided by (used in) discontinued operations | | - | | | | - | | | | 1 | | | | - | | | | 1 | | |
Cash provided by (used in) investment activities | | 91 | | | | (130 | ) | | | 32 | | | | (24 | ) | | | (31 | ) | |
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Financing activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | - | | | | (12 | ) | | | (12 | ) | | | 24 | | | | - | | |
Other financing activities | | (4 | ) | | | - | | | | - | | | | - | | | | (4 | ) | |
Cash provided by (used in) continuing operations | | (4 | ) | | | (12 | ) | | | (12 | ) | | | 24 | | | | (4 | ) | |
Cash provided by (used in) discontinued operations | | - | | | | - | | | | - | | | | - | | | | - | | |
Cash provided by (used in) financing activities | | (4 | ) | | | (12 | ) | | | (12 | ) | | | 24 | | | | (4 | ) | |
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Effect of exchange rate changes on cash | | - | | | | - | | | | (11 | ) | | | - | | | | (11 | ) | |
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Increase (decrease) in cash and cash equivalents | | 54 | | | | (1 | ) | | | 55 | | | | - | | | | 108 | | |
Beginning cash and cash equivalents | | 202 | | | | 1 | | | | 244 | | | | - | | | | 447 | | |
Ending cash and cash equivalents | $ | 256 | | | $ | - | | | $ | 299 | | | $ | - | | | $ | 555 | | |
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(a) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the three months ended March 31, 2015, the Parent Company allocated approximately $40 million of tax liabilities to its Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | | |
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